U.S. Sovereign Risk: The trust is collateralized by approximately $27.1 million of student loans originated under the Federal Family Education Loan Program (FFELP), and $20.9 million VSAC's variable-rate private student loans that were originated according to VSAC's underwriting criteria for their Variable Rate Loan Program. The FFELP loans benefit from the guarantees provided by the transaction's eligible guarantors and reinsurance provided by the U.S. Department of Education (ED) for at least 97% of principal and accrued interest.

Collateral Performance: Based upon the trust's performance, the projected remaining gross defaults are expected to be in the range of 18% to 21% of the current collateral balance. A recovery rate of 10% was applied to private student loans defaults, which was determined to be appropriate based on the latest data provided by the issuer. The FFELP claim reject rate is assumed to be 0.5% in the base case and 3.0% in the 'AAA' case. Fitch applies the standard default timing curve in its credit stress cash flow analysis. The trailing-12-month constant default rate, utilized in the maturity stress is 2.7%. The trailing-12-month levels of deferment, forbearance, income-based repayment (before adjustment) and constant prepayment rate (voluntary and involuntary) are 2.9%, 3.6%, 14.8%, and 12.0%, respectively as a percentage of the total pool, which are used as the starting point in cash flow modelling. Subsequent declines or increases are modelled as per criteria. The borrower benefit is assumed to be approximately 0.03% for interest rate reductions based on information provided by the issuer.

Basis and Interest Rate Risk: Fitch applies its standard basis and interest rate stresses to this transaction as per criteria.

Payment Structure: Credit enhancement is provided by overcollateralization and excess spread, as there is no subordination notes in this trust. As of the June 2016 distribution report, parity has increased to 122.7% from 121.0% since last year. The target specified overcollateralization amount is defined as the greater of 17.84% of the adjusted pool balance and $1.4 million of the initial pool balance. Liquidity support for the VSAC 2014-B notes is provided by a $128,614 reserve account (0.25% of initial student loan balance). The required reserve account balance for any distribution dates is the greater of 0.25% of the current student loan balance and 0.15% of the initial student loan balance ($99,248). As of September 2016, the debt service reserve fund balance is $128,641.

Maturity Risk: Fitch's SLABS cash flow model indicates that the VSAC 2014-B notes are paid in full on or prior to their respective legal final maturity in Fitch's 'A' credit and maturity stresses.

Operational Risk: Day-to-day servicing will be provided by VSAC. Nelnet Servicing, LLC is the back-up servicer for the FFELP loans. Nelnet Servicing, LLC (d/b/a as Firstmark Services) will be the back-up servicer for the private student loans. Fitch believes the servicing operations to be acceptable.

Under Fitch's 'Counterparty Criteria for Structured Finance and Covered Bonds', dated June 18, 2016, the definition of eligible investment does not meet Fitch's counterparty criteria; therefore, it is considered a criteria variation. Fitch does not believe such variation has a measurable impact upon the ratings assigned.

Under Fitch's criteria "Rating U.S. Federal Family Education Loan Program Student Loan ABS Criteria" dated July 26, 2016, Fitch does not address the process by which it gives certain credit to short-term assets in its cash flow analysis, and it is therefore considered a criteria variation.

RATING SENSITIVITIES

As Fitch's base case default proxy is derived primarily from historical collateral performance, actual performance may differ from the expected performance, resulting in higher loss levels than the base case. This will result in a decline in CE and remaining loss coverage levels available to the notes and may make certain note ratings susceptible to potential negative rating actions, depending on the extent of the decline in coverage. Fitch will continue to monitor the performance of the trust.

DUE DILIGENCE USAGE

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

Form ABS Due Diligence-15E was not provided to Fitch, or reviewed by Fitch in relation to this rating action.

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